DEF 14A of Papa Johns International Inc, Mar 27, 2025

DEF 14A of Papa Johns International Inc

Filed Mar 27, 2025 · FY20240001628280-25-015058

Open on EDGAR

  1. Nominees for Election to the Board

    Nominees for Election to the Board

  2. Nominees for Election to the Board

    | Christopher L. Coleman | | | Age: 56 Director since 2012 Chair of the Board Committees: Corporate Governance and Nominating (Chair) | Key Experience and Skills Mr. Coleman’s extensive financial experience and international business acumen provide insight and expertise to the Board in these key areas. Professional Experience Mr. Coleman is based in the UK, where he is Group Head of Banking at Rothschild & Co. He is a Global Partner of Rothschild & Co, Chairman of Rothschild & Co Bank International and also serves on a number of other boards and committees of the Rothschild & Co Group, which he joined in 1989. Mr. Coleman currently serves as a non-executive director of Barrick Gold Corporation (NYSE: GOLD) (and is a member of its compensation committee and its ESG and nominating committee). Mr. Coleman was previously non-executive Chairman of Randgold Resources until the Barrick/Randgold merger in 2019. |

  3. Nominees for Election to the Board

    | John W. Garratt | | | Age: 56 Director since 2023 Committees: Audit, Compensation (Chair) | Key Experience and Skills Mr. Garratt’s broad experience in finance leadership positions brings to the Board financial expertise and additional insights into the retail and restaurant industries. In addition, as a director of other public companies, he brings corporate governance, audit, and compensation experience. Professional Experience Mr. Garratt most recently served as President and Chief Financial Officer of Dollar General (NYSE: DG) until May 2023 after serving as Executive Vice President and Chief Financial Officer from 2015 to 2022. Prior to his positions with Dollar General, he spent ten years in leadership positions with Yum! Brands (NYSE: YUM). He currently serves on the board of directors of Humana, Inc. (NYSE: HUM) (including service as chair of its investment committee and member of its audit committee), and Cracker Barrel (NASDAQ: CBRL) (including chair of its audit committee and member of its compensation committee). | | Stephen L. Gibbs | | | Age: 52 Director since 2023 Committee: Audit | Key Experience and Skills Mr. Gibbs’ considerable accounting and management experience provides the Board with financial expertise and additional insights into the retail and food and beverage industries. Professional Experience Mr. Gibbs most recently served as Vice President, Chief Accounting Officer and Corporate Controller for The Home Depot (NYSE: HD) from 2020 until June 2023. He joined The Home Depot from Tyson Foods (NYSE: TSN) where he served as Senior Vice President, Chief Accounting Officer and Controller from 2018 to 2020. Mr. Gibbs previously held similar roles with Keurig Green Mountain (now Keurig Dr Pepper (NASDAQ: KDP)), and Scientific Games Corporation. He spent his early career with top public accounting firms. Mr. Gibbs currently serves on the board of PetSafe Brands (formerly Radio Systems Corporation), a privately held company (including service on its audit committee). |

  4. Nominees for Election to the Board

    | Laurette T. Koellner | | | Age: 70 Director since 2014 Committees: Audit (Chair) | Key Experience and Skills As a former executive of a publicly traded company, Ms. Koellner brings extensive experience to the Board in the areas of complex business operations, finance and accounting, and international business. In addition, she brings ample corporate governance and compensation experience and insight as a director of other public companies. Professional Experience Ms. Koellner most recently served as Executive Chairman of International Lease Finance Corporation, a subsidiary of American International Group, Inc. (“AIG”) from 2012 until its 2014 sale to AerCap Holdings N.V. Ms. Koellner served as President of Boeing International, a division of The Boeing Company, where she held a variety of financial and business leadership roles from 1997 until 2008, including as a member of the Office of the Chairman and Boeing’s Chief Administration and Human Resources Officer. Prior to her time with Boeing, Ms. Koellner spent 19 years at McDonnell Douglas Corp., which merged with The Boeing Company in 1997. She currently serves on the board of directors of The Goodyear Tire & Rubber Company (Nasdaq: GT) (including service as its non-executive board chair and as a member of its compensation, governance, and executive committees) and Nucor Corporation (NYSE: NUE) (including service as chair of its audit committee and member of its compensation and executive development, and governance and nominating committees). She previously served on the board of directors of Celestica, Inc. (NYSE: CLS) until January 31, 2025. | | Jocelyn C. Mangan | | | Age: 53 Director since 2019 Committees: Compensation, Corporate Governance and Nominating | Key Experience and Skills Ms. Mangan’s extensive experience with technology and product strategy provides insight and expertise to the Board in these key areas. She also brings corporate governance experience as a director of another public company. Professional Experience Ms. Mangan is the CEO and Founder of two social impact ventures: illumyn Impact (formerly Him For Her), which is accelerating diversity on corporate boards, and illumyn, which is bridging the gap between boardroom opportunities and historically underrepresented executive talent ready for board service. She has served in this capacity since May 2018. Prior to that, Ms. Mangan held positions at Snagajob, serving as its COO from 2017 to 2018 and its Chief Product and Marketing Officer from 2016 to 2017. From 2014 to 2015, Ms. Mangan was SVP of Product at OpenTable. Ms. Mangan currently serves on the board of Wag! (NASDAQ: PET), a technology platform that supports pet care, and ChowNow, a privately held online food ordering system and marketing platform. |

  5. Nominees for Election to the Board

    | Sonya E. Medina | | | Age: 49 Director since 2015 Committees: Compensation, Corporate Governance and Nominating | Key Experience and Skills Ms. Medina has extensive experience in corporate social responsibility, social impact, and brand management acumen. She also brings corporate governance experience as a director of other public companies. Professional Experience Ms. Medina currently serves as the President and Chief Executive Officer of Reach Resilience, a national foundation committed to serving communities in crisis. She has served in this capacity since May 2022. She has also served as an independent consultant since 2013. Previously, she served as Vice President of Community and External Affairs for Silver Eagle Distributors (distributor of Anheuser-Busch and Grupo Modelo products) from 2009 to 2013. Previously, Ms. Medina served as a White House commissioned officer in the capacity of Deputy Assistant to the President for Domestic Policy and Director of Projects to the First Lady, and as Director of the AT&T Global Foundation. Ms. Medina currently serves on the board of directors of TKO Group Holdings, Inc. (NYSE: TKO) (including service on its audit, and compensation committees). She previously served on the board of directors of Delta Apparel, Inc. (NYSE: DLA). She is active in community and civic affairs. | | John C. Miller | | | Age: 69 Director since 2023 Committee: Compensation | Key Experience and Skills As a restaurant industry veteran with over 40 years of operational, strategic and senior management experience, Mr. Miller brings significant industry experience to our Board along with leadership and strategy insights. Professional Experience Mr. Miller served as Chief Executive Officer of Denny’s Corporation (NASDAQ: DENN) from 2020 until 2022, and as its President and Chief Executive Officer from 2011 to 2020. Prior to joining Denny’s Corporation, he served as Chief Executive Officer of Taco Bueno Restaurants, Inc. He also spent 17 years with Brinker International (NYSE: EAT), where he held numerous management positions overseeing several restaurant brands. Mr. Miller continues to serve as a director of Denny’s Corporation. |

  6. Nominees for Election to the Board

    | Todd A. Penegor | | | Age: 59 Director since 2024 | Key Experience and Skills Mr. Penegor has extensive experience as an executive in the restaurant and consumer goods industries. He also brings financial, operational and strategic skills to the Board. Professional Experience Mr. Penegor was appointed as President and Chief Executive Officer of the Company on July 31, 2024. He joined Papa Johns from The Wendy's Company, where he served as President and Chief Executive Officer from 2016 to February 2024 and as Chief Financial Officer from 2013 to 2015. During his time at Wendy's, the company achieved substantial growth in sales, earnings and new restaurant counts, including the expansion of Wendy's footprint to more than 7,000 restaurants worldwide. Prior to Wendy's, Mr. Penegor held several leadership roles at Kellogg Company, including most recently Vice President of Kellogg and President of U.S. Snacks. He also held roles at Ford Motor Company within its finance organization. Mr. Penegor currently serves on the board of directors of Ball Corporation (NYSE: BALL) (including service as chair of its human resources committee and member of its audit committee) and Dutch Bros Inc. (NYSE: BROS) (including as a member of its audit and risk committee). |

  7. Nominees for Election to the Board

    There are no family relationships among the Company’s directors and executive officers.

  8. Nominees for Election to the Board

    | Security Ownership of Certain Beneficial Owners and Management |

  9. Nominees for Election to the Board

    The following table sets forth certain information as of March 11, 2025 (except as noted otherwise), with respect to the beneficial ownership of our capital stock by (i) each of the named executive officers identified in the Summary Compensation Table in this Proxy Statement, (ii) each director or nominee for director of the Company, (iii) all directors and current executive officers as a group and (iv) each person known to the Company to be the beneficial owner of more than five percent of the outstanding common stock. As of March 11, 2025, there were 32,709,301 shares of common stock outstanding.

  10. Nominees for Election to the Board

    | Name of Beneficial Owner | Amount and Nature of Beneficial Ownership(1)(2) | Percent of Common Stock Outstanding | | Christopher L. Coleman | 47,115 | * | | John W. Garratt | 3,646 | * | | Stephen L. Gibbs | 3,646 | * | | Laurette T. Koellner | 33,788(3) | * | | Robert M. Lynch | -(4) | * | | Jocelyn C. Mangan | 11,988 | * | | Sonya E. Medina | 28,325 | * | | John C. Miller | 3,865 | * | | Caroline Miller Oyler | 79,388(5) | * | | Todd A. Penegor | 115,982 | * | | Joseph Sieve | 17,335 | * | | Ravi Thanawala | 55,026 | * | | All 12 directors and current executive officers as a group | 427,272(6) | 1.3% |

  11. Nominees for Election to the Board

    *Represents less than one percent of class.

  12. Nominees for Election to the Board

    | | Common Stock Beneficially Owned | | | Other 5% Beneficial Owners | Amount and Nature of Beneficial Ownership(1) | Percent Outstanding | | BlackRock, Inc.(7) 50 Hudson Yards New York, NY 10001 | 5,175,109 | 15.8% | | The Vanguard Group(8) 100 Vanguard Blvd. Malvern, PA 19355 | 3,603,639 | 11.0% | | T. Rowe Price Investment Management, Inc.(9) 100 E. Pratt Street Baltimore, MD 21201 | 2,953,226 | 9.0% | | EARNEST Partners LLC.(10) 1180 Peachtree Street NE, Suite 2300 Atlanta, GA 30309 | 2,562,079 | 7.8% | | River Road Asset Management, LLC(11) 462 S. 4th St., Suite 2000 Louisville, KY 40202 | 2,138,084 | 6.5% |

  13. Nominees for Election to the Board

    (1)Based upon information furnished to the Company by the named persons and information contained in filings with the SEC. Under SEC rules, a person is deemed to beneficially own shares over which the person has or shares voting or investment power or of which the person has the right to acquire beneficial

  14. 2024 Executive Compensation Reflects Continued Alignment with Pay-for-Performance

    2024 Executive Compensation Reflects Continued Alignment with Pay-for-Performance Papa Johns upholds a robust pay-for-performance philosophy, ensuring that executive incentives are closely aligned with key value drivers and stockholder value creation. Reflecting the challenging financial and operational performance in 2024, the Compensation Committee approved a payout under the Management Incentive Plan (MIP)—in which all NEOs participate—of 67.1% of target. Market conditions and financial results also contributed to a decline in the Company’s share price. Consistent with Papa Johns’ pay-for-performance framework, performance-based units granted in 2022 under the Long-Term Incentive Program (“LTIP”) did not meet their vesting conditions, as the Company’s total shareholder return (TSR) over the 2022–2024 performance period ranked in the bottom quartile of its TSR peer group. While these outcomes are disappointing, they underscore Papa Johns’ continued commitment to aligning executive compensation with corporate performance and setting rigorous performance objectives.

  15. Peer Group Companies and Benchmarking

    Peer Group Companies and Benchmarking Market pay levels and practices, including those of a relevant peer group, are among many factors the Compensation Committee considers in making compensation decisions. The market review is intended to provide an external framework for the range and reasonableness of compensation and to ensure we can provide competitive compensation needed to attract and retain the caliber of leadership critical to our success. The Compensation Committee reviews market data for all pay elements but does not target NEO compensation with respect to a specific benchmark, such as “median” or “50th percentile.” The Compensation Committee believes that dependence solely on benchmark data can detract from the focus on the performance of the individual NEO and his or her contribution to Company performance. The Compensation Committee reviews the peer group annually in consultation with its independent compensation consultant. For competitive comparisons used to inform 2024 compensation decisions, the peer group included the companies in the following table.

  16. Peer Group Companies and Benchmarking

    | COMPETITIVE PEER GROUP | | | | Bloomin' Brands | Dine Brands Global, Inc. | Restaurant Brands International Inc. | | Brinker International, Inc. | Domino’s Pizza, Inc. | Shake Shack, Inc. | | The Cheesecake Factory, Inc. | Jack in the Box Inc. | Texas Roadhouse, Inc. | | Chipotle Mexican Grill, Inc. | Krispy Kreme, Inc. | The Wendy’s Company | | Denny’s Corp. | Red Robin Gourmet Burgers, Inc. | Wingstop, Inc. |

  17. Peer Group Companies and Benchmarking

    The Committee believes the companies in the peer group share many characteristics with the Company, including a common industry, market capitalization and other financial criteria, and are an appropriate group of comparable companies with which we compete for executive talent. In January 2024, the Committee updated the peer group used to inform 2024 compensation decisions, taking into account a review by its independent consultant. Specifically, the Committee added Krispy Kreme, Red Robin and Shake Shack to the 2024 peer group as their size, scope and competition for talent were compatible to that of Papa Johns. The Committee also removed Darden, BJ’s Restaurants and Cracker Barrel Old Country Store, Inc. as the profiles of these companies are based on primarily non-franchise full service restaurant concepts. Red Robin was removed in October 2024 due to its decline in market capitalization and stock price.

  18. Role of Compensation Consultants in the Executive Compensation Process

    Role of Compensation Consultants in the Executive Compensation Process The Compensation Committee conducted a compensation consultancy request for proposal in the fall of 2023. After evaluating potential advisors for industry expertise, independence, innovation, consultant and firm reputation, and other factors, it chose Meridian Compensation Partners (“Meridian”) as its independent consultant. The Compensation Committee retained Meridian for 2024. Meridian reported directly to the Compensation Committee and did not provide any other services to the Company. The Committee sought input from Meridian on compensation trends, appropriate peer group companies and market survey data, and specific compensation decisions as discussed in this Compensation Discussion and Analysis. The Compensation Committee has reviewed and assessed Meridian’s independence pursuant to SEC and Nasdaq rules and determined that the firm is independent and has no conflicts of interest with the Company.

  19. 4. Compensation Policy Highlights

    4. Compensation Policy Highlights Consistent with stockholder interests and market best practices, our executive compensation program includes the following sound governance features: •No executives have an employment agreement other than the CEO. •No “single trigger” change of control payments. •No guaranteed bonus or base pay increases, other than sign-on payments and inducements for new executives. •No repricing or cash buyouts of underwater stock options or granting of discount-priced stock options. We have not issued stock options since 2019. •Multi-year vesting and performance periods for annual equity grants. •Maintain a “clawback” policy requiring recovery of excess performance-based compensation in the event the Company is required to prepare an accounting restatement in accordance with SEC rules and Nasdaq listing standards. •Risk mitigation features including robust stock ownership requirements, multiple performance metrics to deter excessive focus on a singular performance goal in the annual MIP, and an annual risk assessment by the Compensation Committee. •Use of an independent compensation consultant to provide advice in structuring pay packages for executives that reflect the Company’s pay-for-performance philosophy. •No dividends or dividend equivalent rights paid on unexercised stock options. •No dividends are paid on unearned performance-based units during the applicable performance period but will be deemed reinvested in additional share units that are only delivered if the performance-based units are earned. •Do not time the disclosure of material non-public information for the purpose of impacting the value of executive compensation. •No hedging or pledging of Company stock by executive officers or other employees or directors. See “Hedging and Pledging Policy” above for additional information.

  20. 5. Fiscal 2024 Executive Compensation Overview

    | Pay Component | Description | 2024 Actions and Payments | | Base Salary | Fixed cash compensation. | Mr. Penegor’s base salary of $1,000,000 was set in connection with his appointment as President and Chief Executive Officer in July 2024. Mr. Thanawala, Mr. Sieve and Ms. Oyler received market adjustments to each of their base salaries in March 2024 based on information provided by Meridian to ensure the salaries of our NEOs remain competitive with market rates and additional responsibilities. Mr. Thanawala also received a temporary base salary increase to $750,000 during the time period he served as interim CEO. | | Annual Cash Incentive Compensation (under MIP) | Provides an annual cash incentive to the NEOs and others within the Company based upon achievement of pre-established annual performance goals related to Adjusted Operating Income, Net Development, North America Comparable Sales and corporate responsibility initiatives. | Based upon the Company’s achievement toward the pre-established annual performance goals under the MIP, NEO payouts under the MIP were 67.1% of target. Mr. Penegor received a one-time cash sign-on bonus of $250,000 payable in January 2025 for meeting certain transition goals and responsibilities. | | Long-term Compensation •Restricted Stock – 50% •Performance-based units – 50% | Time-based Restricted Stock: 3 - Year Ratable Vesting, Performance-based units earned based on the Company’s three-year relative TSR and systemwide sales growth. | In 2024, each NEO received a target LTIP award comprised 50% of performance-based units and 50% of restricted stock. Mr. Penegor received a pro-rated LTIP equity award in connection with his appointment as President and Chief Executive Officer and a one-time restricted stock award in connection with his hiring in the amount of $1,250,000, vesting over three years. Mr. Thanawala received a one-time restricted stock award in connection with his role as interim CEO in the amount of $400,000 that cliff vests after two years of service. Ms. Oyler received a one-time restricted stock award in connection with her role during the CEO transition in the amount of $150,000 which also cliff vests after two years of service. Mr. Thanawala, Ms. Oyler and Mr. Sieve each received a one-time award of performance-based units granted in July 2024 for retention purposes. |

  21. 6. Tying Pay to Performance

    6. Tying Pay to Performance The Compensation Committee aligns the majority of NEO compensation to short- and long-term performance objectives. While salary is a fixed element of compensation, increases in salary are not guaranteed, and all other elements of compensation above are tied to Papa Johns overall performance. In 2024, the Committee continued to apply our pay-for-performance philosophy by: •Setting rigorous, objective performance goals under the annual cash incentive award, the MIP. •Granting performance-based units under the LTIP that are tied to performance metrics consisting of relative TSR versus the 19 other companies in the S&P 1500 restaurant category and cumulative systemwide sales growth, each measured over a three-year period. •Granting restricted stock awards that typically vest over three years, tying executive compensation to long-term service and the creation of long-term stockholder value. Award levels are tied to individual performance and individual success in driving results. Consistent with our pay-for-performance compensation philosophy, executives with the greatest potential to impact the Company’s success by achieving the Company’s strategic and performance objectives receive a greater proportion of “at-risk” or variable compensation. For 2024, 93% of Mr. Penegor’s compensation at target and 73% of our other current NEOs’ compensation at target (without consideration of sign-on or other one-time awards) was tied to specific performance objectives or our total shareholder return.

  22. Short-Term Cash Incentive Compensation

    Short-Term Cash Incentive Compensation In 2024, our short-term cash incentive program known as MIP was designed to reward achievement of annual performance objectives, with priority placed on our adjusted operating income metric. Fifty percent (50%) of the MIP’s payout was based on the adjusted operating income metric. Twenty-five percent (25%) of the MIP’s payout was based on North American comparable sales, fifteen percent (15%) on North American net development, five percent (5%) on international net development, and five percent (5%) of the MIP’s payout was based on a corporate responsibility metric. Each of these metrics operates independently of one another with the exception of the corporate responsibility metric, which, if met, would provide for a payout on that metric at the greater of 100% or the same payout percentage as the financial metrics. Each of these metrics require achievement of certain minimum pre-established goals to payout, which begins at 50% of target. The maximum potential payout was 200% of each executive’s target. The Company believes the MIP design, along with a cap of 200%, prevents paying excessive awards and is an important element in mitigating the risk of focusing on short-term performance. For 2024, adjusted operating income (as defined in the table below) was below the target performance level, resulting in performance of 40% on that particular metric. Our comparable sales metric for North America did not achieve a payout. Our net development for North America exceeded the target performance level resulting in performance of 18.8% on that metric. Each of our net development for international and corporate responsibility goals were achieved between threshold and at target performance levels.

  23. Short-Term Cash Incentive Compensation

    | Metric | Definition | Weighting | Target(1) | | Actual Results | Calculated Payout Percentage | Award Percentage | | Adjusted Operating Income | Adjusted operating income on a 52-week basis. | 50% | | 160,700 | $148,183(2) | 80.6% | 40.3% | | North America Comparable Sales | North America system-wide comparable sales (average same-store, year-over-year sales), an industry standard used to measure company growth. | 25% | 3.1 | | -3.8% | 0.0% | 0.0% | | Net Development | N.A. system-wide store openings less store closings. | 15% | 72 units | | 81 units | 125.0% | 18.8% | | | International - outside of N.A., all systemwide store openings less store closings | 5% | 70 units | | 43 units | 61.1% | 3.1% | | Corporate Responsibility Metric | | 5% | Progress against goals | | Achieved | 100.0% | 5.0% | | Actual Payout | Payout % | | | | | | 67.1% |

  24. Short-Term Cash Incentive Compensation

    (1)(In thousands) If Adjusted Operating Income of $128.6 million was not achieved then there could be no payout under this metric. (2)(In thousands) Adjusted Operating Income is a non-GAAP financial measure. See Annex A to this Proxy Statement for a reconciliation of Adjusted Operating Income to the nearest GAAP financial measure. Performance targets for each MIP metric were set by the Committee with consideration of stockholder value creation as well as the Company’s targets contained in the annual budget and operating plan. The performance targets to achieve target payout were set in conjunction with the Company’s 2024 annual budget. In 2024, the target MIP awards (expressed as percentages of base salary and dollar amounts) and the earned MIP awards (expressed as dollar amounts) for each NEO were as follows:

  25. Short-Term Cash Incentive Compensation

    | Named Executive Officer1 | Title | Target Short-Term Incentive Award (% of Base Salary) | Target Short-Term Incentive Award $ | Actual Short-Term Incentive Award $ | | Todd Penegor | President and Chief Executive Officer | 150% | 1,500,000* | 418,085 | | Ravi Thanawala | Chief Financial Officer & EVP, International | 75% | 506,250 | 452,826 | | Joseph Sieve | Chief Restaurant and Development Officer | 75% | 393,750 | 249,835 | | Caroline Miller Oyler | Chief Legal and Risk Officer, Corporate Secretary | 75% | 393,750 | 260,722 | | Robert Lynch | Former President and Chief Executive Officer | 150% | 0 | 0 |

  26. Short-Term Cash Incentive Compensation

    (1)Table reflects NEOs in position as of year-end on December 29, 2024, unless otherwise noted. *Target award based on full-year 2024 base salary levels. Actual award based on salary actually paid in 2024. Each NEO’s actual annual incentive award payment in the table above is determined by formula based on the Company’s achievement of the pre-established performance targets that are derived from the Board-approved annual budget and operating plan. By tying the targets to the budget and operating plan, we believe the plan rewards performance, and payments will generally correlate to our operating results in a given year. As discussed above, actual 2024 results for all metrics resulted in an MIP payout of 67.1% of target. Since 2022, our MIP has also included a qualitative corporate responsibility performance metric to incentivize and measure management’s success in implementing key corporate responsibility priorities, including in such areas as governance, community engagement, human capital management and environmental disclosures. This corporate responsibility metric was weighted at 5% of the target versus 6% in the prior year. The Compensation Committee determined that management delivered performance at the target level with respect to the corporate responsibility metric, based upon the achievement of pre-determined goals.

  27. Long-Term Incentive Compensation

    Long-Term Incentive Compensation Our long-term incentive awards for executive officers consist of time-based restricted stock (weighted 50%) and performance-based units (weighted 50%). The determination of the annual grant values is a function of a number of factors considered by the Compensation Committee, including market competitiveness, position within the organization, significance of the individual to the Company’s strategy and success, and the level of “total direct compensation” deemed to be appropriate for the NEO. In February 2024, our Compensation Committee approved the annual grant of time-based restricted stock and performance-based units to each NEO in accordance with our equity grant practices policy, with the effective date of grant on March 4, 2024, two business days after the release of our fourth- quarter and full-year 2023 earnings. Time-Based Restricted Stock. We awarded restricted stock in 2024 to provide long-term compensation to our NEOs, helping to build a culture of ownership. We believe restricted stock awards are a strong executive retention tool and align the interests of our executives with the interests of stockholders. The time-based restricted stock awards in 2024 have a three-year graded vesting schedule (i.e., one-third vests per year). Performance-based Awards Based on Total Shareholder Return and Cumulative Systemwide Sales. In 2024, the Compensation Committee amended the design of its annual grant of performance-based restricted stock units (“performance-based units”). Unlike prior years, where 100% of the performance metrics for the performance-based units were tied to a three-year relative Total Shareholder Return (“TSR”) metric, the 2024 performance-based units were weighted 50% on performance under the TSR metric and were weighted 50% on performance under a new three-year Cumulative Systemwide Sales (“SWS”) metric. The Committee introduced the SWS metric to reflect our continued focus on growing systemwide sales and revenue over the performance period. We believe this plan best supports our long-term strategic and financial priorities. Description of TSR Metric The TSR metric measures TSR (which is generally the change in the trading price of a share of common stock plus dividends paid) on our common stock relative to the TSR of a group of publicly traded companies deemed comparable by the Compensation Committee (the “TSR Peer Group”) over a three-year performance period starting on the grant date (the “Performance Period”). The Performance Period for the 2024 TSR metric is March 4, 2024, to January 29, 2027. At the end of the Performance Period, half of the performance-based units will vest at 100% and be converted into shares of our common stock if the TSR of our common stock is equal to the 50th percentile of the TSR of the companies in the TSR Peer Group (“Target TSR Shares”). The actual number of shares that may be earned based on the TSR metric ranges from 0% to 200% of the Target TSR Shares according to the following table:

  28. Long-Term Incentive Compensation

    | PZZA Relative TSR vs. TSR Peer Group Companies | Percentage of Target TSR Shares Earned | | >= 75th Percentile | 200% | | 50th Percentile | 100% | | 25th Percentile | 50% | | < 25th Percentile | 0% |

  29. Long-Term Incentive Compensation

    If our relative TSR is below the 25th percentile of the TSR Peer Group, then no shares will be earned. Payout will be linearly interpolated for performance between the 25th and 50th percentiles, and for performance between the 50th and 75th percentiles. The TSR Peer Group The TSR Peer Group is comprised of 19 companies, listed below, and includes companies listed in the S&P 1500 Restaurants Sub-Industry GICS code. The TSR Peer Group represents a broader group outside our compensation peer group with which we compete for business and investment capital as well as executive talent:

  30. Long-Term Incentive Compensation

    | 2024 TSR PEER GROUP1 | | | | Aramark Inc | Darden Restaurants | Texas Roadhouse, Inc. | | BJ's Restaurants, Inc. | Dine Brands Global, Inc. | The Cheesecake Factory, Inc. | | Bloomin Brands, Inc. | Domino’s Pizza, Inc. | The Wendy’s Company | | Brinker International, Inc. | Jack in the Box Inc. | Wingstop Inc. | | Chipotle Mexican Grill, Inc. | McDonald's Corporation | YUM! Brands, Inc. | | Chuy's Holdings2 | Shake Shack | | | Cracker Barrel Old Country Store, Inc. | Starbucks Corporation | |

  31. Long-Term Incentive Compensation

    (1)Ruth’s Hospitality Group, Inc. and Dave & Buster’s Entertainment, Inc., were removed from the S&P1500 Restaurants sub-index in 2024. Aramark Inc. was added as a component company in 2024. (2)Chuy’s Holdings, which was initially included in our 2024 TSR Peer Group, has been subsequently removed from the S&P1500 Restaurants sub-index in 2024 and therefore will no longer be included in our 2024 TSR Peer Group. Description of SWS Metric At the end of the Performance Period, half of the performance-based units (“Target SWS Shares”) will vest and be converted into shares of our common stock based upon cumulative systemwide sales for the years 2024-2026. The actual number of SWS Shares that may be earned ranges from 0% to 200% of the Target SWS Shares according to the following table:

  32. Long-Term Incentive Compensation

    | 3-Year Cumulative System-wide Sales ($mm) | Percentage of Target SWS Shares Earned | | $17,056 and above | 200% | | $16,245 | 100% | | $15,692 | 50% | | < $15,692 | 0% |

  33. Long-Term Incentive Compensation

    *These targets are not a prediction of how the Company will perform during the years 2024 through 2026 or any other period in the future. The sole purpose of the targets, which were approved by the Compensation Committee at the time the performance-based units were granted, is to establish a method for determining the number of performance-based units that may vest. The Company is not providing any guidance, nor updating any prior guidance, of its future performance with the disclosure of these targets, and investors are cautioned not to rely on them as a prediction of Papa Johns’ future performance. If our three-year cumulative systemwide sales are below $15,692 million, then no shares will be earned. Payout will be linearly interpolated for performance between cumulative systemwide sales of $15,692 million and $17,056 million. 2024 Performance Shares Awarded As of the beginning of the Performance Period, participants are awarded performance-based units denominated in the number of shares earned if target performance is achieved (“Total Target Shares”). The number of Total Target Shares granted to the NEOs in 2024 were as follows: Mr. Thanawala, 6,512 shares (plus an additional pro-rated amount of 1,069 shares in connection with his appointment as CFO and EVP, International); Mr. Sieve, 3,256 shares (plus an additional pro-rated amount of 401 shares in connection with his appointment as Chief Restaurant and Global Development Officer; and Ms. Oyler, 3,256 shares. On July 31, 2024, Mr. Penegor received 23,891 shares (pro-rated amount of his annual award due to his appointment mid-year). Mr. Lynch received 29,603 shares, all of which were forfeited upon his departure from the Company on April 30, 2024. If an executive is terminated without cause prior to the end of the Performance Period, the executive receives a pro rata payout based upon achievement of the award’s performance element, provided at least 12 months of service have been provided during the Performance Period. No dividends paid by the Company on its common stock during the Performance Period are paid to holders of Target Shares during the Performance Period. Instead, dividends paid during the Performance Period will be deemed reinvested in additional share units on the ex-dividend date and will be delivered only to the extent the underlying performance-based shares are earned. Individuals who are awarded Target Shares are subject to the Company’s clawback provisions as well as certain restrictive covenants that survive the Performance Period. 2022 Performance-based Units. Performance-based units granted in 2022 paid out at 0% of target as relative TSR over the period of 2022-2024 was below the 25th percentile compared to the performance peers selected for the 2022 grant.

  34. 8. Compensation of Chief Executive Officer

    8. Compensation of Chief Executive Officer In connection with his appointment as President and CEO, the Company entered into an employment agreement with Mr. Penegor on July 31, 2024 (the “Employment Agreement”). The Employment Agreement has a four-year term expiring on June 30, 2028. The Employment Agreement provides (i) for a minimum annual base salary of $1,000,000, (ii) an annual cash incentive opportunity with a target set at 150% of base salary, which was prorated in 2024 for his time in service, and (iii) annual equity awards opportunities applicable to other of the Company’s executive officers. Under his Employment Agreement, his initial annual equity awards granted in fiscal year 2024 and 2025 under the Company’s long-term incentive program each had a target grant-date fair value of at least $5 million (pro-rated to $2.5 million in 2024), made in the same allocation of grant types as awarded to other executive officers of the Company. During the term of the Employment Agreement, any base salary increases, and the amount, performance criteria and terms of bonus awards and equity awards are at the discretion of the Compensation Committee of the Board. In addition, Mr. Penegor was eligible for a cash transition bonus of $250,000 payable as soon as practicable after December 31, 2024, upon his continued employment through such date and achievement of certain non-financial performance objectives related to the satisfaction of certain transition goals and responsibilities established by the Compensation Committee. The Compensation Committee determined that Mr. Penegor satisfied these transition goals and he received this bonus in January 2025. In addition, Mr. Penegor was granted a one-time sign-on award of restricted stock units with a value of $1.25 million on July 31, 2024, one-third of which will vest on each anniversary of the grant date. Mr. Penegor is also entitled to relocation benefits consistent with the Company’s policy for executive officers, plus an additional $150,000 payment to cover relocation and moving expenses. Relocation benefits are “grossed up” to cover applicable taxes per the Company’s standard policy for employees. Mr. Lynch did not receive any severance benefits in connection with his resignation as President and Chief Executive Officer.

  35. 9. Compensation of Other NEOs

    9. Compensation of Other NEOs The Compensation Committee made certain compensation adjustments for interim appointments, promotions and market adjustments. Interim Appointments and Market Adjustments In connection with Mr. Thanawala’s appointment as interim Chief Executive Officer from March 20, 2024 through July 31, 2024, the Committee approved (i) a temporary increased base salary of $750,000 payable through the transitionary period ending on September 1, 2024, at which point his base salary reverted to $620,000 and (ii) an increase in his target annual bonus opportunity from 75% to 125% of his base salary, which was prorated for his time in service and reverted to 75% on July 31, 2024. Mr. Thanawala was also awarded a time-based restricted stock grant on March 25, 2024, with a value of $400,000 that will cliff vest on the second anniversary of the grant date, subject to his continued service with the Company. On September 9, 2024, the Company appointed Mr. Thanawala to serve as its Chief Financial Officer and EVP, International. The Committee approved an increase to his annual base salary from $620,000 to $675,000, and an increase to his annual LTIP award from a target grant-date fair value of $1,000,000 to a target grant-date fair value of $1,500,000 on September 9, 2024 (pro-rated in 2024). His annual cash incentive target under the MIP of 75% of base salary remained unchanged. On September 9, 2024, Mr. Sieve was appointed Chief Restaurant and Global Development Officer. The Committee approved an increase to his base salary from $500,000 to $525,000 and (ii) an increase to his annual LTIP award from a target grant-date fair value of $550,000 to a target grant-date fair value of $700,000 on September 9, 2024 (pro-rated in 2024). On March 25, 2024, Ms. Oyler was granted a one-time award of restricted stock units in connection with her role during the interim CEO transition with a target grant-date fair value of $150,000 that will cliff vest on the second anniversary of the grant date, subject to her continued service with the Company. One-time Management Performance-based Retention Awards On July 17, 2024, the Compensation Committee approved the one-time grant of performance-based restricted stock unit awards (the “Retention Awards”) to key executives serving the Company at the time, including Mr. Thanawala, Mr. Sieve, and Ms. Oyler. The Retention Awards are designed to incentivize long-term outperformance of the Company’s stock price, aligning the executives’ interests with those of the Company’s stockholders, and ensure the retention of key executives. The Retention Awards are eligible to become earned based on achievement of three significant stock price appreciation hurdles over a three-year performance period from the date of grant and are conditioned upon continued service for four years following the grant date. The average closing trading price of the Company’s common stock must exceed the applicable stock price hurdle for 30 consecutive trading days at any point during the three-year performance period in order for the stock price hurdle to be considered achieved. Notwithstanding the date of achievement of the stock price hurdles during the three-year performance period, the Retention Awards vest (if any stock price hurdle is achieved) on the fourth anniversary of the grant date, which requires continued service through such date. The following table illustrates the amounts of performance-based restricted stock units that can be earned based on achievement of the three rigorous stock price hurdles applicable to the Retention Awards, which hurdles were established by the Compensation Committee based on the percentage appreciation of the Company’s common stock compared to the multi-day average closing price of the common stock for the 30 trading days preceding July 3, 2024:

  36. 9. Compensation of Other NEOs

    None of the stock price hurdles has been achieved as of March 21, 2025. The Compensation Committee approved the Retention Awards following a comprehensive review of the Company’s executive compensation program conducted with the Compensation Committee’s independent compensation consultant, taking into account the Company’s transformation objectives and retention goals. The Retention Awards are designed to further align the interests of the Company’s executives with those of its stockholders, by incentivizing the stock performance outcomes and exposing executives more directly to the market price of the Company’s common stock, increasing executive stock ownership over time and promoting retention given their potential value. Mr. Thanawala received a Retention Award that can vest up to 39,607 performance-based restricted stock units, representing a maximum grant value of $1,875,000 divided by $47.34, which represents the 30-day trailing average closing price of the Company’s common stock as of July 3, 2024. Ms. Oyler received a Retention Award that can vest up to 27,725 performance-based restricted stock units, representing a maximum grant value of $1,312,500 divided by $47.34. Mr. Sieve received a Retention Award that can vest up to 26,405 performance-based restricted stock units, representing a maximum grant value of $1,250,000 divided by $47.34. The number of performance-based restricted stock units described above represents achievement of 100% of the stock price hurdles and such performance-based restricted stock units will be forfeited if the stock price hurdles are not achieved. If an executive’s employment is terminated by the Company without “Cause” (as defined the award agreement for the Retention Awards) before the Retention Awards have vested, the Retention Awards will vest based upon the actual achievement of the stock price hurdles through the date of the termination. However, if the termination without Cause occurs within the first 18 months of the performance period and no stock price hurdles have been achieved by such date, 20% of the shares subject to the Retention Award will vest. If an executive’s employment is terminated due to death or disability, the Retention Awards will vest based upon the actual achievement as of the date of the termination event. In addition, the award agreement for the Retention Awards provides for “double trigger” equity acceleration in the event that an executive is terminated in an “Involuntary Termination” (as defined in the award agreement) within twelve months following a “Corporate Transaction” (as defined in the Company’s 2018 Omnibus Incentive Plan).

  37. 11. Other Compensation Policies and Programs

    11. Other Compensation Policies and Programs Practices Regarding the Grant of Equity Awards. All equity awards are granted under a shareholder-approved plan and stock options are granted at an exercise price at the closing market price of the Company’s common stock on the date of the grant. Equity awards, including stock options, are not granted in anticipation of the release of material non-public information, and the release of material non-public information is not timed on the basis of option or other equity grant dates. Clawback Policy Under the terms of the Company’s 2018 Omnibus Incentive Plan (the “Omnibus Plan”), the MIP and other agreements, the NEOs’ incentive compensation is subject to “clawback” if the Company is required to prepare an accounting restatement due to the material noncompliance by the Company, as a result of misconduct by the NEO, with any financial reporting requirement under the federal securities laws. In such circumstances, the NEO will be required to reimburse the Company the amount of any award earned or accrued during the period of 12 months following the first public issuance or filing of the financial document that contained information affected by such material noncompliance. In addition, if the Company is required to prepare an accounting restatement, grantees under the Omnibus Plan will be required to forfeit any awards based on the achievement of pre-established performance goals to the extent the restatement indicates the performance goals were not achieved. On December 1, 2023, the Company also adopted an executive compensation clawback policy that complies with the SEC’s and Nasdaq’s requirements for executive compensation recovery. Pursuant to the clawback policy, Company must recover incentive-based compensation (generally consisting of the annual MIP and performance-based units) from executive officers in the event the Company is required to prepare an accounting restatement due to material noncompliance of the Company with any financial reporting requirement under the securities laws (including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period). The clawback policy requires the Company to recover reasonably promptly the amount of incentive compensation received by executive officers that exceeds the incentive compensation that would have been received taking into account the accounting restatement, regardless of whether the restatement is due to any fault or misconduct on the part of the officer. Deferred Compensation and Retirement Benefits The Company maintains retirement and savings benefits for its executives and other employees. The NEOs were eligible to participate in the Company’s 401(k) Plan. The Company also maintained in 2024 a Nonqualified Deferred Compensation Plan (the “NQDCP”) for the NEOs and other employees who are Director-level or above. The NQDCP provides eligible participants an opportunity to defer all or part of their base salary and/or bonus compensation to a future date. Under the NQDCP, participants are able to choose from various investment crediting options consistent with those offered under the Company’s 401(k) Plan. There are currently 27 investment crediting options available under the NQDCP, including Company stock, which may be used to determine the rate of return to be credited on participant deferrals. Allowances and Other Benefits The NEOs are also eligible for disability and life insurance benefits under the plans available to salaried Company employees. The Company may also contract for the use of private aircraft to allow NEOs to travel for business purposes, particularly for reasons of safety and security and efficient use of travel time, subject to approval by the President and Chief Executive Officer. In addition, the Company made available to the NEOs and certain executives an executive health screening assessment through Emory Healthcare paid for by the Company. Only one NEO utilized this benefit in 2024, and the cost of this service was less than $4,000. Severance and Change of Control Benefits The Compensation Committee believes that providing severance benefits to NEOs upon certain termination events or upon qualifying terminations following a change of control of the Company supports the following goals: (i) recruiting and retaining qualified executives; (ii) clarifying terms of employment and reducing the risk of employment disputes; and (iii) ensuring that post-employment obligations are met. The change of control benefits are structured to protect the interests of stockholders by including a “double-trigger” mechanism that results in a severance payout only when a change of control is consummated and the executive is terminated by the Company without cause or by the executive for good reason within 24 months following the change of control. Severance Pay Plan The Company has in place a Severance Pay Plan, as amended, that covers the severance benefits payable to the Company’s employees (including the NEOs) in connection with a qualifying termination (other than the Chief Executive Officer, whose severance benefits are set forth in his employment agreement with the Company). Under the Severance Pay Plan the NEOs and employees with the title of Chief Officer who are members of the Company’s Executive Leadership Team will receive a severance benefit in the event of termination without cause equivalent to 12 months of base salary, a pro-rata portion of MIP bonus based on period of service, 12 months of COBRA coverage continuation benefits, and six months of outplacement services. Change of Control Severance Plan Under the Company’s Amended and Restated Change of Control Severance Plan, effective November 1, 2020 (the “Amended Plan”), the Company will pay certain severance benefits to the NEOs and other key executives in connection with a qualifying termination following a change of control of the Company (other than the Chief Executive Officer, whose change-of-control severance benefits are set forth in his employment agreement with the Company). The Compensation Committee approved Amendment No. 1 (the “Amendment”) to the Amended Plan (collectively, the “Plan”) effective August 6, 2024. Pursuant to the Amendment, upon a Qualifying Termination within twenty-four months of a Change of Control (as each term is defined in the Plan), outstanding unvested time-based equity awards held by participants in the Plan (which include certain NEOs) will vest in full, rather than receiving 12 months of vesting credit. The Committee approved the Amendment upon the recommendation of its independent compensation consultant in order to bring the Company’s severance benefits in line with market practice. Please see the “Change of Control and Termination Payments” section for a summary of the severance benefits payable to the NEOs under the applicable plans in the event of a change of control.

  38. 12. Continued Focus on our Long-Term Success

    12. Continued Focus on our Long-Term Success Stock ownership by our executive officers is a key component of our executive compensation philosophy. We believe that executive ownership of our stock demonstrates to investors that our executives have a significant stake in the Company and its future and mitigates risks associated with equity compensation programs. The ownership guidelines for our current NEOs are:

  39. 12. Continued Focus on our Long-Term Success

    | Executive Officer | Ownership Guideline as a Multiple of Base Salary (x) | | Chief Executive Officer | 5.0x | | All other Executive Officers | 3.0x |

  40. 12. Continued Focus on our Long-Term Success

    NEOs have five years after becoming subject to the ownership requirement to achieve the ownership level. Our NEOs are subject to an additional equity holding requirement that applies when ownership requirements have not been met, in which case all equity acquired upon vesting of awards, net of taxes, must be held until the executive achieves the applicable ownership level. Ownership levels at any particular time are calculated based on the purchase price of shares owned or the actual price on the measurement date, whichever is higher. Sources of ownership for measurement purposes include: •stock personally or otherwise beneficially owned directly or indirectly; •stock equivalent units held in our nonqualified deferred compensation plan; •stock held in a 401(k) account or other qualified retirement account, such as an IRA; and •unvested restricted stock (excluding performance-based units). The Compensation Committee reviews the stock ownership guidelines on an annual basis. As of December 29, 2024, all current NEOs were in compliance with the equity holding requirement of the guideline and are on track to meet the ownership requirements, although not every NEO has reached the ownership requirements due to a lack of sufficient time served with the Company.

  41. Summary Compensation Table

    Summary Compensation Table The table below summarizes the total compensation paid or earned by the NEOs for each of the last three fiscal years during which the officer was a named executive officer.

  42. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | Change in Pension Value and Non-qualified Deferred Compensation Earnings ($) | All Other Compensation ($)(5) | Total ($) | | Todd A. Penegor | 2024 | 415,385 | — | 3,750,034 | — | 418,085 | — | 233,226 | 4,816,730 | | President and Chief Executive Officer | | | | | | | | | | | Ravi Thanawala | 2024 | 691,962 | 412,500 | 2,330,945 | — | 452,826 | — | 13,938 | 3,902,171 | | Chief Financial Officer & EVP International and Former Interim President & CEO | 2023 | 265,385 | 412,500 | 2,250,067 | — | 96,860 | — | 96,513 | 3,121,325 | | Joseph Sieve | 2024 | 496,443 | — | 1,069,005 | — | 249,835 | — | 13,800 | 1,829,083 | | Chief Restaurant & Global | 2023 | 427,789 | — | 381,041 | — | 156,415 | — | 13,200 | 978,445 | | Development Officer | 2022 | 261,539 | — | 550,068 | — | — | — | — | 811,607 | | Caroline Miller Oyler | 2024 | 518,077 | — | 1,197,703 | — | 260,722 | — | 13,800 | 1,990,302 | | Chief Legal and Risk Officer, | 2023 | 492,404 | — | 499,968 | — | 179,718 | — | 13,312 | 1,185,402 | | Corporate Secretary | 2022 | 470,673 | — | 425,111 | — | — | — | 12,200 | 907,984 | | Robert M. Lynch | 2024 | 369,231 | — | 5,000,006 | — | — | — | — | 5,369,237 | | Former President and Chief | 2023 | 1,019,231 | — | 4,999,865 | — | 744,000 | — | 17,030 | 6,780,126 | | Executive Officer | 2022 | 982,692 | — | 4,600,046 | — | — | — | 52,323 | 5,635,061 |

  43. Summary Compensation Table

    (1)Amounts in this column represent for Mr. Thanawala, sign-on compensation consisting of two installments of a $825,000 sign-on cash bonus, with $412,500 paid on each of July 24, 2023 and July 24, 2024, which is subject to certain clawback provisions. (2)Amounts in this column reflect the aggregate grant date fair value for each respective fiscal year related to both time-based restricted stock and performance-based units granted in 2024, 2023, and 2022. Fair values were computed under the applicable Accounting Standards Codification (ASC) Stock Compensation topic. For additional information on the assumptions used in the calculation of these amounts, please see Footnote 20 to the Company’s audited financial statements for the fiscal year ended December 29, 2024, Footnote 20 to the Company’s audited financial statements for the fiscal year ended December 31, 2023, and Footnote 20 to the Company’s audited financial statements for the fiscal year ended December 25, 2022, included in the Company’s respective Annual Reports on Form 10-K. See the "Grants of Plan-Based Awards Table" for more information about the equity awards granted to our NEOs in 2024. For 2024, the grant-date values of the annual grant of the performance-based units, based on the maximum outcome of the performance conditions are as follows: $2,499,954 for Mr. Penegor, $1,099,877 for Mr. Thanawala, $549,938 for Mr. Sieve, $549,938 for Ms. Oyler, and $4,999,947 for Mr. Lynch. In addition, the grant-date value of the promotion performance-based units granted to Mr. Thanawala and Mr. Sieve on September 9, 2024, presuming maximum performance, was $119,920 and $44,984, respectively. The grant-date value of the one-time retention awards granted to Mr. Thanawala, Mr. Sieve and Ms. Oyler on July 17, 2024 at the maximum performance level is $710,946; $473,970; and $497,644, respectively. All unvested awards granted to Mr. Lynch were forfeited upon his departure from the Company on April 30, 2024. (3)The Company has not awarded stock option awards as compensation since 2019. (4)Amounts in this column reflect payments earned by each NEO pursuant to our Management Incentive Plan, or MIP, based on applicable corporate performance metrics. (5)Amounts in this column for 2024 are set out in the table below:

  44. Summary Compensation Table

    | Name | Company Matching Contributions to 401k Plan ($) | Lump Sum Relocation ($) | Gross-up Payment ($) | | Todd A. Penegor | 6,154 | 149,979 | 77,093 | | Ravi Thanawala | 13,800 | 138 | — | | Joseph Sieve | 13,800 | — | — | | Caroline Miller Oyler | 13,800 | — | — | | Robert M. Lynch | — | — | — |

  45. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table presents information with respect to the grants of plan-based awards made by the Company to each of the NEOs during the fiscal year ended December 29, 2024.

  46. Grants of Plan-Based Awards

    | | | Date of Compensation Committee Meeting at Which Grant Was Approved | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | | Grant Date Fair Value of Stock and Option Awards ($)(4) | | Name | Grant Date | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | Todd A. Penegor | | — | 311,538 | 623,077 | 1,246,154 | — | — | — | — | | — | | Pro-rated annual grant of performance-based units | 7/31/2024 | 7/31/2024 | — | — | — | 11,946 | 23,891 | 47,782 | — | | 1,249,977 | | Pro-rated annual grant and sign-on grant of time-based restricted stock | 7/31/2024 | 7/31/2024 | — | — | — | — | — | — | 56,524 | (iii) | 2,500,057 | | Ravi Thanawala | | — | 337,426 | 674,853 | 1,349,705 | — | — | — | — | | — | | Annual grant of performance-based units | 3/4/2024 | 2/21/2024 | — | — | — | 3,256 | 6,512 | 13,024 | — | | 549,938 | | Retention grant of performance-based units | 7/17/2024 | 7/16/2024 | — | — | — | — | 39,607 | 39,607 | — | | 710,946 | | Promotion grant of performance-based units | 9/9/2024 | 9/5/2024 | — | — | — | 535 | 1,069 | 2,138 | — | | 59,960 | | Annual grant of time-based restricted stock | 3/4/2024 | 2/21/2024 | — | — | — | — | — | — | 7,709 | (i) | 550,037 | | Special grant of time-based restricted stock received for service as Interim CEO | 3/25/2024 | 3/20/2024 | — | — | — | — | — | — | 6,032 | (ii) | 400,042 | | Promotion grant of time-based restricted stock | 9/9/2024 | 9/5/2024 | — | — | — | — | — | — | 1,266 | (iv) | 60,021 | | Joseph Sieve | | — | 186,166 | 372,332 | 744,663 | — | — | — | — | | — | | Annual grant of performance-based units | 3/4/2024 | 2/21/2024 | — | — | — | 1,628 | 3,256 | 6,512 | — | | 274,969 | | Retention grant of performance-based units | 7/17/2024 | 7/16/2024 | — | — | — | — | 26,405 | 26,405 | — | | 473,970 | | Promotion grant of performance-based units | 9/9/2024 | 9/5/2024 | — | — | — | 201 | 401 | 802 | — | | 22,492 | | Annual grant of time-based restricted stock | 3/4/2024 | 2/21/2024 | — | — | — | — | — | — | 3,855 | (i) | 275,054 | | Promotion grant of time-based restricted stock | 9/9/2024 | 9/5/2024 | — | — | — | — | — | — | 475 | (iv) | 22,520 | | Caroline Miller Oyler | | — | 194,279 | 388,558 | 777,115 | — | — | — | — | | — | | Annual grant of performance-based units | 3/4/2024 | 2/21/2024 | — | — | — | 1,628 | 3,256 | 6,512 | — | | 274,054 | | Retention grant of performance-based units | 7/17/2024 | 7/16/2024 | — | — | — | — | 27,725 | 27,725 | — | | 497,664 | | Annual grant of time-based restricted stock | 3/4/2024 | 2/21/2024 | — | — | — | — | — | — | 3,855 | (i) | 275,054 | | Special grant of time-based restricted stock received for assistance to Interim CEO | 3/25/2024 | 3/20/2024 | — | — | — | — | — | — | 2,262 | (ii) | 150,016 | | Robert M. Lynch | | — | — | — | — | — | — | — | — | | — | | Annual grant of performance-based units | 3/4/2024 | 2/21/2024 | — | — | — | 14,802 | 29,603 | 59,206 | — | | 2,499,973 | | Annual grant of time-based restricted stock | 3/4/2024 | 2/21/2024 | — | — | — | — | — | — | 35,039 | (i) | 2,500,033 |

  47. Grants of Plan-Based Awards

    (1)Amounts in these columns represent plan awards pursuant to our annual MIP, for the fiscal year ended December 29, 2024. For the actual amounts paid to the NEOs pursuant to the MIP during 2024, see the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table. (2)Amounts in this column represent grants of performance-based units. The 2024 performance-based units vesting date is March 4, 2027, subject to relative performance based on the S&P 1500 Restaurant Peer Group and internal Global Systemwide Sales goals. The 2024 performance-based units have a maximum payout of 200%. These amounts also include one-time retention awards for Mr. Thanawala, Mr. Sieve and Ms. Oyler as more fully described on page 30. The one-time retention awards are eligible to become earned based on achievement of three significant stock price appreciation hurdles over a three-year performance period ending July 17, 2027, and vesting is conditioned upon continued service through July 17, 2028. (3)Amounts in this column represent grants of time-based restricted stock. At the time the Company pays dividends to holders of its common stock, recipients of time - based restricted stock also receive dividends on the unvested and outstanding shares. The 2024 restricted stock grant vesting dates are indicated as follows: (i)one-third on each of March 4, 2025, 2026 and 2027; (ii)all on March 25, 2026; (iii)one-third on each of July 31, 2025, 2026 and 2027; and (iv)one-third on each of September 9, 2025, 2026 and 2027. (4)Amounts in this column represent the full grant date fair value of each time-based restricted stock award and performance-based unit, as under the ASC Stock Compensation topic. Full grant date fair value and vesting details are as follows:

  48. Grants of Plan-Based Awards

    | Equity Type | Grant Date | Full Grant Date Fair Value per Share ($) | Vesting | | Time-Based Restricted Stock | 3/4/2024 | 71.35 | 3-year graded | | | 3/25/2024 | 66.32 | 2-year cliff | | | 7/31/2024 | 44.23 | 3-year graded | | | 9/9/2024 | 47.41 | 3-year graded | | Performance-based Units | 3/4/2024 | 84.45 | 3-year cliff | | | 7/17/2024 | 17.95 | 4-year cliff | | | 7/31/2024 | 52.32 | 3-year cliff | | | 9/9/2024 | 56.09 | 3-year cliff |

  49. Grants of Plan-Based Awards

    (5)For additional information on the assumptions used in the calculation of these amounts, please see Footnote 20 to the Company’s audited financial statements for the fiscal year ended December 29, 2024, included in the Company’s Annual Report on Form 10-K.

  50. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table sets forth information with respect to the outstanding equity awards at 2024 fiscal year-end for the NEOs.

  51. Outstanding Equity Awards at Fiscal Year-End

    | | Option Awards | | | | Stock Awards | | | | | | | | | | | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(1) | | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(1)(3) | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | | Number of Securities Underlying Unexercised Options | | | | | | | | | | | | Name | Exercisable (#) | Unexercisable (#) | | | | | | | | | | | Todd A. Penegor | — | — | — | — | 56,524 | (i) | | 2,233,263 | — | | — | | | — | — | — | — | — | | | — | 11,946 | (x) | 943,933 | | Ravi Thanawala | — | — | — | — | 1,266 | (ii) | | 50,020 | — | | — | | | — | — | — | — | 6,032 | (iii) | | 238,324 | — | | — | | | — | — | — | — | 7,709 | (iv) | | 304,583 | — | | — | | | — | — | — | — | 15,520 | (v) | | 613,195 | — | | — | | | — | — | — | — | — | | | — | 535 | (x) | 42,236 | | | — | — | — | — | — | | | — | 11,882 | (xi) | 1,564,873 | | | — | — | — | — | — | | | — | 3,256 | (x) | 257,289 | | | — | — | — | — | — | | | — | 1,124 | (xii) | 133,188 | | Joseph Sieve | — | — | — | — | 475 | (ii) | | 18,767 | — | | — | | | — | — | — | — | 3,855 | (iv) | | 152,311 | — | | — | | | — | — | — | — | 200 | (vi) | | 7,902 | — | | — | | | — | — | — | — | 1,052 | (vii) | | 41,565 | — | | — | | | — | — | — | — | 1,477 | (viii) | | 58,356 | — | | — | | | — | — | — | — | — | | | — | 201 | (x) | 15,844 | | | — | — | — | — | — | | | — | 7,922 | (xi) | 1,043,262 | | | — | — | — | — | — | | | — | 1,628 | (x) | 128,645 | | | — | — | — | — | — | | | — | 141 | (xii) | 16,673 | | | — | — | — | — | — | | | — | 742 | (xii) | 87,989 | | | — | — | — | — | — | | | — | 659 | (xiii) | 78,111 | | Caroline Miller Oyler | 8,091 | — | 43.71 | 2/28/2029 | — | | | — | — | | — | | | 1,618 | — | 55.40 | 11/8/2028 | — | | | — | — | | — | | | 1,028 | — | 56.69 | 5/10/2028 | — | | | — | — | | — | | | 9,560 | — | 60.04 | 3/1/2028 | — | | | — | — | | — | | | 4,905 | — | 78.77 | 2/23/2027 | — | | | — | — | | — | | | 6,920 | — | 59.03 | 2/25/2026 | — | | | — | — | | — | | | 1,514 | — | 72.51 | 8/6/2025 | — | | | — | — | | — | | | 4,144 | — | 63.92 | 2/26/2025 | — | | | — | — | | — | | | — | — | — | — | 2,262 | (iii) | | 89,372 | — | | — | | | — | — | — | — | 3,855 | (iv) | | 152,311 | — | | — | | | — | — | — | — | 1,594 | (vii) | | 62,979 | — | | — | | | — | — | — | — | 531 | (ix) | | 20,980 | — | | — | | | — | — | — | — | — | | | — | 8,318 | (xi) | 1,095,415 | | | — | — | — | — | — | | | — | 1,628 | (x) | 128,645 | | | — | — | — | — | — | | | — | 1,125 | (xii) | 133,307 | | | — | — | — | — | — | | | — | 730 | (xiii) | 86,566 | | Robert M. Lynch | — | — | — | — | — | | | — | — | | — |

  52. Outstanding Equity Awards at Fiscal Year-End

    (1)The vesting schedule is as follows: (i)one-third of the shares on each of July 31, 2025, 2026 and 2027; (ii)one-third of the shares on each of September 9, 2025, 2026 and 2027; (iii)one-third of the shares on each of March 25, 2025, 2026 and 2027; (iv)one-third of the shares on each of March 4, 2025, 2026 and 2027; (v)one-half of the shares on each of August 7, 2025 and 2026; (vi)one-half of the shares on each of November 6, 2025 and 2026; (vii)one-half of the shares on each of February 27, 2025 and 2026; (viii)all shares on May 9, 2025; (ix)all shares on February 28, 2025; (x)all shares on March 4, 2027; (xi)all shares on July 17, 2028; (xii)all shares on February 27, 2026; and (xiii)all shares on February 28, 2025. (2)Value determined by multiplying the number of shares or units by the closing price of our common stock at 2024 fiscal year-end, $39.51. (3)In 2022, 2023 and 2024 we granted performance-based units to each of our then-named executive officers. The performance-based units vest subject to achievement of performance targets measured at the end of the three-year period ending January 31, 2025 for the 2022 grant, January 31, 2026 for the 2023 grant, and January 31, 2027 for the 2024 grant. The value of the 2022, 2023 and 2024 performance-based units in the table above is based on performance at 33.3% of target for the 2022 and 2023 awards, and 50% of target for the 2024 awards and the closing price of our common stock as of 2024 fiscal year-end (December 29, 2024). The performance-based units were tracking below threshold as of December 29, 2024 and as such are reported at the threshold level. Due to the contingent and uncertain nature of the ultimate performance of the Company for the 2023 and 2024 performance-based units over the three-year performance period ending at January 31, 2026, and January 31, 2027, respectively, the ultimate value of the 2023 and 2024 performance-based units at the end of the performance period is not determinable at this time and the amounts presented in this Proxy Statement for the performance-based units are estimates based on the assumptions noted. The value of the 2022 performance-based units based on the actual performance results at December 29, 2024 resulted in a 0% payout of these awards for Mr. Sieve and Ms. Oyler. In addition, on July 17, 2024, we granted one-time retention performance-based units to Messrs. Thanawala and Sieve and Ms. Oyler that are eligible to become earned based on achievement of three significant stock price appreciation hurdles over a three-year performance period ending July 17, 2027, with vesting conditioned upon continued service through July 17, 2028. As of December 31, 2024, none of the stock price appreciation hurdles have been achieved, and therefore the amounts presented for these awards is based on the achievement of the lowest stock price appreciation hurdle (i.e. 30%) in accordance with SEC rules.

  53. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table sets forth information with respect to stock options exercised and stock vesting by the NEOs during the 2024 fiscal year.

  54. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting | Value Realized on Vesting ($)(2) | | Todd A. Penegor | — | — | — | — | | Ravi Thanawala | — | — | 7,759 | 329,680 | | Joseph Sieve | — | — | 2,103 | 122,630 | | Caroline Miller Oyler | — | — | 3,982 | 281,714 | | Robert M. Lynch | — | — | 42,092 | 2,976,563 |

  55. Option Exercises and Stock Vested

    (1)Value realized on exercise calculated based on the difference between the closing price of our common stock on the date of exercise and the option exercise price, multiplied by the number of shares exercised. (2)Value determined by multiplying the number of vested shares by the closing price of our common stock on the vesting date.

  56. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation

  57. Nonqualified Deferred Compensation

    | Name | Executive Contributions in Last Fiscal Year ($) | Registrant Contributions in Last Fiscal Year ($) | Aggregate Earnings in Last Fiscal Year ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year End ($)(1) | | Todd A. Penegor | — | — | — | — | — | | Ravi Thanawala | — | — | — | — | — | | Joseph Sieve | — | — | — | — | — | | Caroline Miller Oyler | 31,085 | — | 165,651 | — | 1,144,348 | | Robert M. Lynch | — | — | — | — | — |

  58. Nonqualified Deferred Compensation

    (1)Amounts in this column, other than earnings on deferred compensation, have all been previously disclosed in Summary Compensation Tables in our prior proxy statements (to the extent the NEO was a named executive officer in prior proxy statements). Eligibility for participation in the nonqualified deferred compensation plan is limited to a select group of management being Director-level or above, including our NEOs. Participants can defer up to 100% of their base salary and up to 100% of their short-term incentive award payments into the nonqualified deferred compensation plan each plan year. For benchmarking purposes, the plan provides that participant accounts are deemed to be invested in one or more mutual funds or our common stock. Participants may direct the investment of their accounts among the options made available under the plan, and can change their investment options (except our common stock) on any business day. Elections of deferral amounts may be changed once per calendar year, generally in December, and such changes are effective for compensation earned in the following year. We pay certain administrative costs of the plan.

  59. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we are providing the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO NEOs and Company performance for the fiscal years listed below. The SEC-defined “Compensation Actually Paid” data set forth in the table below does not reflect amounts actually realized by our NEOs.

  60. Pay Versus Performance Disclosure

    | | Summary Compensation Table Total for PEO 11 ($) | Compensation Actually Paid to PEO 11,2,3 ($) | Summary Compensation Table Total for PEO 21 ($) | Compensation Actually paid to PEO 21,2,3 ($) | Summary Compensation Table for PEO 31 ($) | Compensation Actually Paid to PEO 31,2,3 ($) | Average Summary Compensation Table Total for Non-PEO NEOs1 ($) | Average Compensation Actually Paid to Non-PEO NEOs1,2,3 ($) | | Year | | | | | | | | | | 2024 | 369,231 | (4,133,579) | 3,902,171 | 1,704,625 | 4,816,729 | 3,646,263 | 1,909,692 | 985,959 | | 2023 | 6,780,126 | 3,238,710 | — | — | — | — | 1,532,046 | 909,952 | | 2022 | 5,635,061 | (1,661,259) | — | — | — | — | 1,252,937 | 327,652 | | 2021 | 7,239,979 | 14,304,977 | — | — | — | — | 1,790,153 | 2,875,770 | | 2020 | 6,378,193 | 9,125,521 | — | — | — | — | 1,498,433 | 1,813,687 |

  61. Pay Versus Performance Disclosure

    | | Value of Initial Fixed $100 Investment Based On: 4 | | | | | Year | TSR ($) | Peer Group TSR ($) | Net Income ($MM) | Adjusted Operating Income5 ($MM) | | 2024 | 67.42 | 120.60 | 84.2 | 148.2 | | 2023 | 125.66 | 122.37 | 82.8 | 150.2 | | 2022 | 135.32 | 117.13 | 69.3 | 155.9 | | 2021 | 210.18 | 132.05 | 125.0 | 176.4 | | 2020 | 137.38 | 117.19 | 60.6 | 122.8 |

  62. Pay Versus Performance Disclosure

    1For 2024, our PEOs consisted of Robert M. Lynch (PEO 1), Ravi Thanawala, who served as interim CEO for a portion of the year (PEO 2), and Todd A. Penegor (PEO 3). Robert M. Lynch was our PEO for each earlier year presented. The Non-PEO NEOs for whom the average compensation is presented in this table are: for 2024, Joseph Sieve and Caroline Miller Oyler; for 2023, Ravi Thanawala, Amanda M. Clark, Caroline Miller Oyler, Christopher K. Collins and Ann B. Gugino; for 2022, Ann B. Gugino, C. Max Wetzel, Caroline Miller Oyler, and Amanda M. Clark; for 2021, Ann B. Gugino, C. Max Wetzel, Marvin Boakye, Caroline Miller Oyler, and James A. Norberg; and for 2020, Ann B. Gugino, C. Max Wetzel, Amanda M. Clark, James A. Norberg, Steven R. Coke, and Joseph H. Smith. 2The amounts shown as Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K. These amounts reflect the Summary Compensation Table total for each year, with certain adjustments as described in Footnote 3 below. 3Compensation Actually Paid reflects the exclusions and inclusions for each of the PEOs and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year row are the totals from the Stock Awards column set forth in the Summary Compensation Table.

  63. Pay Versus Performance Disclosure

    | | PEO 1: Lynch | PEO 2: Thanawala | PEO 3: Penegor | Non-PEO NEOs* | | Prior FYE | 12/31/2023 | 12/31/2023 | 12/31/2023 | 12/31/2023 | | Current FYE | 12/29/2024 | 12/29/2024 | 12/29/2024 | 12/29/2024 | | Fiscal Year | 2024 | 2024 | 2024 | 2024 | | SCT Total | 369,231 | 3,902,171 | 4,816,729 | 1,909,692 | | -Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | — | (2,330,945) | (3,750,034) | (1,133,354) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | — | 1,127,537 | 2,579,568 | 544,077 | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | — | (739,487) | — | (313,650) | | + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year that Vested During Fiscal Year | — | — | — | — | | + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years for which Applicable Vesting Conditions were Satisfied during Fiscal Year | (47,221) | (254,650) | — | (20,807) | | - Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years that Failed to Meet Applicable Vesting Conditions During Fiscal Year | (4,455,589) | — | — | — | | Compensation Actually Paid | (4,133,579) | 1,704,625 | 3,646,263 | 985,959 |

  64. Pay Versus Performance Disclosure

    *Amounts in this column reflect the average values for the non-PEO NEOs. For the equity values included in the above tables, the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of the grant. 4The Peer Group TSR set forth in this table utilizes the group of U.S. companies listed on NASDAQ with standard industry classification codes of: Eating and Drinking (SIC 5800-5899) (the “Peer Group TSR”), which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report on Form 10-K for the year ended December 29, 2024. The comparison assumes $100 was invested for the period starting December 29, 2019, through the end of the listed year, in the Company and the Peer Group TSR, respectively. All dollar values assume reinvestment of the pre-tax value of dividends paid by companies, where applicable. Historical stock performance is not necessarily indicative of future stock performance. 5The table reflects Adjusted Operating Income in 2024 and Post-MIP Operating Income for years 2023, 2022, 2021, and 2020 as disclosed in previous proxy statements. Adjusted operating income and Post MIP-Operating Income are non-GAAP financial measures. See Annex A to this Proxy Statement for a reconciliation of 2024 Adjusted Operating Income to our results as reported under GAAP. We may determine a different financial performance measure to be the most important financial performance measure in future years. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”) and Peer Group TSR The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, the Company’s cumulative TSR over the five most recently completed fiscal years, and the cumulative TSR for the NASDAQ Stocks – Eating and Drinking Index over the same period. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our net income during the five most recently completed fiscal years. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Adjusted Operating Income The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Adjusted Operating Income during the five most recently completed fiscal years. *For all years other then 2024, the chart shows PZZA Post-MIP Operating Income vs. Compensation Actually Paid Tabular List of Most Important Financial and Non-Financial Performance Measures The following table presents the financial and non-financial performance measures that the Company considers to have been the most important in linking Compensation Actually Paid to our PEO and Non-PEO NEOs for fiscal 2024 to Company performance. The measures in this table are not ranked. Descriptions of these measures, and the manner in which these measures determine the amounts of incentive compensation paid to our NEOs is described above in the “Compensation Discussion and Analysis” section of this Proxy Statement.

  65. Pay Versus Performance Disclosure

    | Adjusted Operating Income Net Development (New Store Openings - Store Closings) Comparative Same-Store Sales Growth Relative Total Shareholder Return 2024 Corporate Responsibility Metric |

  66. CEO Pay Ratio

    CEO Pay Ratio As required by SEC rules, we are providing the following information about the relationship of the annual total compensation of our median compensated employee and the annual total compensation of Mr. Penegor, our President and Chief Executive Officer. For the fiscal year ending December 29, 2024, our last completed fiscal year: •The annualized total compensation of the median compensation of all full-time, part-time, seasonal, and temporary employees of the Company (other than our CEO) was $10,347. •The annual total compensation of our CEO, as reported in the Summary Compensation Table of this Proxy Statement, was $4,816,730. Because we had multiple individuals serve in the CEO role in 2024, the CEO's total compensation for 2024 included above was calculated (in accordance with applicable SEC rules) by annualizing Mr. Penegor's compensation for 2024. We annualized Mr. Penegor's compensation for 2024 by adding his "Total" 2024 compensation from the Summary Compensation Table ($4,816,730) and $3,673,030 to reflect the annualizing of his base salary, non-equity incentive payment, long-term equity incentive opportunity and other benefits for 2024 to reflect the levels that would have been in effect had he served as CEO for the entire year. As a result, for fiscal 2024, the ratio of the annual total compensation of Mr. Penegor, our CEO, to the annual total compensation of the median compensation of all employees was 820 to 1. Neither the Compensation Committee nor management of the Company uses the pay ratio measure in making compensation decisions. To identify the median employee as of December 29, 2024, we used total cash compensation paid in 2024 as reported to the Internal Revenue Service on Form W-2, which includes base salary for salaried employees, base hourly compensation and overtime for hourly permanent employees, and any cash incentive compensation. We included all full-time and part-time employees and annualized the employees’ base salary or base wages to reflect their compensation for 2024. We believe the use of base wages or base salary for all employees is a consistently applied compensation measure. Based on total cash compensation, our median employee was identified as an hourly delivery driver who worked for approximately six months during 2024. As of our fiscal year-end, our U.S workforce used for determining the pay ratio was estimated to be 23,737 employees. As permitted by the de minimis exception under applicable SEC rules, we excluded all of our non-United States based employees, as they represented less than five percent of our total workforce. The excluded employees are located in the following countries: Canada (16 employees), China (three employees), Mexico (one employee), South Korea (one employee) and United Kingdom (234 employees). In total, we excluded 255 international employees or approximately 1.1% of our total workforce from the identification of the median employee as permitted by SEC rules. We believe our pay ratio is a reasonable estimate calculated in a manner consistent with applicable SEC rules, based on our employment and payroll records and the methodology described above. The SEC rules governing pay ratio disclosure allow companies to apply numerous different methodologies, exclusions and reasonable assumptions, adjustments and estimates that reflect their compensation practices. For that reason, the pay ratio reported above should not be used as a basis for comparison between companies, as other companies may have different employment and compensation practices and may use various methodologies, exclusions, assumptions, adjustments and estimates in calculating their own pay ratios.

  67. Director Compensation

    Director Compensation We pay four primary components of compensation to our non-management directors: an annual cash retainer, committee retainer, committee chair retainer, and equity awards. Board members may from time to time receive fees for service on ad hoc committees. In May 2024, the Compensation Committee undertook an analysis of the Company’s compensation program for non-management directors, and with the advice of the Committee’s independent compensation consultant, Meridian, the Compensation Committee recommended to the Board the following increases for all directors: $5,000, for the annual cash retainer, and an additional $10,000 in the annual equity award. The Board approved these increases to non-management director compensation in the second quarter of 2024. No other changes were made to the director compensation program from the prior year. Director equity awards consist of deferred stock units that vest one year from grant, with pro rata vesting if the director departs the Board prior to the vesting date. The deferred stock units earn dividend equivalent rights on a reinvestment basis that will pay out in shares of our common stock, along with the full award, at the end of service on the Board. Within five years of their election to the Board, all non-management directors are required to hold five times the current annual cash retainer for board service of $80,000, or $400,000, in our common stock, and all have attained the required ownership level or are in compliance with the phased-in ownership requirement of the policy. Members of Company management who also serve as members of the Board of Directors are not eligible for compensation for their service in their capacity as director. The following table sets forth the types and amounts of compensation paid to our non-management directors:

  68. Director Compensation

    | | Retainer ($) | | Annual retainer for service on the Board | 80,000 | | Additional annual retainers: | | | for independent Board chair | 55,000 | | for Audit Committee chair | 25,000 | | for Compensation Committee chair | 15,000 | | for Corporate Governance and Nominating Committee chair | 15,000 | | for Audit Committee members | 20,000 | | for Compensation Committee members | 12,000 | | for Corporate Governance and Nominating Committee members | 12,000 | | for CEO Transition Committee members | * |

  69. Director Compensation

    *Following the departure of Mr. Lynch, the Board formed an ad hoc committee on May 27, 2024, consisting of Messrs. Miller and Garratt to provide additional oversight and support to management during the CEO transition period. Each member was paid a monthly retainer of $5,000, with Mr. Miller receiving an additional $1,500 per month for serving as Chair. The ad hoc committee ceased operations upon Mr. Penegor's appointment as President and CEO. Annual Equity Grant:(1)

  70. Director Compensation

    | | Equity Grant Value ($) | | Independent Board Chair | 220,000 | | Standard | 135,000 |

  71. Director Compensation

    (1)The 2024 annual equity grants, awarded in deferred stock units, have a one-year vesting term, with pro rata vesting if the director departs the Board prior to the vesting date. Awards will be settled in stock at the end of service on the Board. The equity grant award level is determined annually by the Board of Directors on the recommendation of the Compensation Committee. The equity grant value was established for one year of service commencing at the director’s election at the Annual Meeting. Non-management directors also receive reimbursement for reasonable out-of-pocket expenses incurred in connection with their Board or committee service, including director education. The following table sets forth the compensation paid to directors during 2024:

  72. Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Deferred Stock Unit Awards ($)(1) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | Total ($) | | Christopher L. Coleman | 160,750 | 220,004 | — | 380,754 | | John W. Garratt | 108,750 | 135,013 | — | 243,763 | | Stephen L. Gibbs | 98,750 | 135,013 | — | 233,763 | | Laurette T. Koellner | 123,750 | 135,013 | — | 258,763 | | Jocelyn C. Mangan | 102,750 | 135,013 | — | 237,763 | | Sonya E. Medina | 102,750 | 135,013 | — | 237,763 | | John C. Miller | 103,750 | 135,013 | — | 238,763 | | Shaquille O'Neal2 | 25,000 | — | — | 25,000 | | Anthony M. Sanfilippo3 | 117,750 | 135,013 | — | 252,763 |

  73. Director Compensation

    (1)The full grant date fair value of the 2024 deferred stock unit awards to non-management directors was $52.27 per share, determined as of the grant date of May 13, 2024. All fair values were computed in accordance with the ASC Stock Compensation topic. Assumptions used in the calculation of these amounts are included in Footnote 20 to the Company’s audited financial statements for the fiscal year ended December 29, 2024, included in the Company’s Annual Report on Form 10-K. (2)Shaquille O'Neal did not stand for re-election to the Board at the 2024 Annual Meeting, and as a result, 8,965 shares representing his deferred stock unit awards and accumulated dividend equivalent rights were paid out. (3)Anthony M. Sanfilippo resigned from the Board effective February 18, 2025, and as a result, 11,883 shares representing his deferred stock unit awards and accumulated dividend equivalent rights were paid out including a pro-rated portion from the May 13, 2024 award. The following chart sets forth unvested deferred stock units held by each director in the table below as of December 29, 2024.

  74. Director Compensation

    | Name | Number of Unvested Deferred Stock Units | | Christopher L. Coleman | 4,330 | | John W. Garratt | 2,657 | | Stephen L. Gibbs | 2,657 | | Laurette T. Koellner | 2,657 | | Jocelyn C. Mangan | 2,657 | | Sonya E. Medina | 2,657 | | John C. Miller | 2,657 | | Shaquille O'Neal | — | | Anthony M. Sanfilippo | 2,657 |

  75. Director Compensation

    Prior to 2019, the Company awarded its directors stock options. All fair values were computed in accordance with the ASC Stock Compensation topic. Assumptions used in the calculation of these amounts are included in Footnote 20 to the Company’s audited financial statements for the fiscal year ended December 29, 2024, included in the Company’s Annual Report on Form 10-K. The following chart sets forth vested option awards held by each director in the table below as of December 29, 2024. There are no unvested option awards.

  76. Director Compensation

    | Name | Number of Vested Options | | Christopher L. Coleman | 15,332 | | John W. Garratt | — | | Stephen L. Gibbs | — | | Laurette T. Koellner | 15,332 | | Jocelyn C. Mangan | — | | Sonya E. Medina | 12,907 | | John C. Miller | — | | Shaquille R. O'Neal | — | | Anthony M. Sanfilippo | — |

  77. Director Compensation

    In addition, a nonqualified deferred compensation plan is available to all of our directors. Directors can elect to defer their annual retainer and meeting fees (up to 100%) into a deferred compensation plan that offers deemed investments in certain mutual funds or our common stock, as is the case for our executives and other eligible employees. We do not contribute to director accounts in the deferred compensation plan, but we do pay certain administrative costs of the plan.

  78. Director Compensation

    | Certain Relationships and Related Transactions |